Tecnologías de Hidrógeno y Pilas de Combustible

Article 1. With the name “Asociación Española del Hidrógeno” an ASSOCIATION is established under the provisions of Organic Law 1/2002 of 22 March 2002 and the supplementary regulations, with legal capacity and the full capacity to act as a non-profit organization.

Article 2. The principle aim of the Association is to promote the development of hydrogen technologies as an energy vector and promote their use in industrial and commercial applications. Society at large is intended to be the main beneficiary of the association’s achievements, and not the members themselves. This refers to both environmental benefits as well as the long-term boost to industry that is expected.

The areas that the Association intends to cover, without excluding others as technology advances in the future, are:

Centralised hydrogen production and distribution from fossil fuels

Production of hydrogen using other energy sources (renewable and nuclear)

Storage, transport and distribution of hydrogen

Use of hydrogen in combustion processes

Use of hydrogen in technological processes for generating electricity

Use of hydrogen in fuel cells

Use of fuel cells in centralized and distributed electricity generation

Use of fuel cells in applications for transport, portable and auxiliary power systems.

Use of hydrogen in industrial processes and installations

Regulation and safety

Article 3. The association’s objectives are met by means of the following activities:

1.Information and disclosure. The Association aims to promote the exchange of technical information between its members, and to divulge the technical and institutional information it deems appropriate to authorities and the general public. The Association has its own website for this purpose. Information and news of interest are also distributed to members by e-mail, and publications are prepared for members and/or distributed externally, where appropriate. The Association also takes charge of organizing periodic conferences, meetings or conventions on topics related to hydrogen energy.

2.Representation. When its members agree, the Association can play an important role in representing the group in defence of common interests, in its relationships with Spanish or international agencies or authorities, and on strategic, legislative and regulatory matters, etc. Within these activities, the Association participates as a partner in the “European Hydrogen Association,” and may also do this in the “International Hydrogen Energy Association.” The Association promotes cooperation (by the association or individual members) with similar associations in the rest of the world. Participation of the Association in its own right may be considered in R+D projects or in theme-based networks or networks of excellence in cases where this is deemed to be better than the individual participation of various members.

3.Experience and Promotion of Activities. The Association facilitates the identification of experts (individuals or work groups, and members or non-members of the Association) in the different areas covered by the organization. The identification of experts is very useful in establishing agreements or collaboration between members, and between the latter and others. The Association promotes the coordinated implementation of R+D projects at the national and European level that fall within its aims and the scope of its operation.

4.Regulation: The Association receives the support of experts for collaboration with the public administration in proposing laws and regulations on aspects related to all potential applications of hydrogen energy. The Association will promote committees dedicated to resolving specific problems in which members have a common interest.

5.Education. The Association encourages training as much as possible on the innovative aspects of hydrogen, as well as personal exchanges between the associated companies and research centres within a framework of collaboration.

Article 4. The Association establishes its registered address as Sector Embarcaciones, 24 - Local 5 - Tres Cantos, 28760 Madrid, and its area of operations covers all territories of the SpanishState.

CHAPTER II

MANAGEMENT BODIES

Article 5.The Association shall be managed and administrated by a Board of Directors consisting of: a chairman, vice-chairman, secretary, as well as a minimum of three and maximum of 17 voting members. All board members are unpaid and appointed by the General Meeting for a renewable term of three years. The initial Board of Directors shall be elected by the founding members of the Association for a term of three years.

Article 6. The Board of Directors shall meet at least once a year as determined by its chairman and at the instance or request of at least three of its members. A quorum exists when at least half plus one of its members are present or represented. For its resolutions to be valid they must be approved by a simple majority of the votes of members present or represented, with one vote per person. In the case of a tie, the chairman’s vote shall be decisive.

A meeting of the Board of Directors shall be convened by means of written notice to each and every one of its members. Such notice shall include the place, date, time and agenda of the meeting, and be accompanied by all documents and information to be discussed. There shall be at least 10 calendar days between the date the meeting is convened and the date it is held.

Article 7. The Board of Directors has the following powers:

1.To direct the technical-scientific activities and manage the financial and administrative tasks of the Association, for which it may resolve to enter any contracts or agreements it deems appropriate, except those which establish any acts of disposal or transfer of the Association’s real property assets, which requires the prior explicit approval of the General Meeting.

2.To execute the resolutions of the General Meeting.

3.To draft the annual budgets and financial statements and submit them for the approval of the General Meeting.

4.To decide on the admission of new members.

5.To appoint delegates for a specific activity of the Association.

6.Any other power that is not the exclusive jurisdiction of the General Meeting of Members.

Article 8. The chairman shall have the following functions: to legally represent the Association before any kind of public or private body; to convene, preside over and adjourn the meetings held by the General Meeting and Board of Directors, and to moderate the same; to order payments and enter into all types of contracts and agreements for and on behalf of the Association, subject to the prior approval of the Board of Directors; to authorize records and correspondence with his signature; to take any urgent measure that the smooth operation of the Association may require or that may be necessary or advisable for the performance of its activities, notwithstanding the subsequent ratification of such measures by the Board of Directors.

Article 9. The vice-chairman shall substitute the chairman during the latter’s absence for illness or any other reason, and shall have the same functions in this case as the chairman.

Article 10. The secretary shall be responsible for managing the purely administrative tasks of the Association, issuing certificates, maintaining files and safeguarding the organization’s documents, ensuring that correspondence regarding the convening of the Board of Directors or General Meeting, and the approval of the annual budgets and financial statements.

Article 11. The secretary shall also act as treasurer and shall collect and safeguard the funds pertaining to the Association and complete the payment instructions issued by the chairman, subject to verification of fulfilment of the terms and conditions established by these By-Laws.

Article 12. The members shall have the obligations corresponding to those serving on the Board of Directors, as well as those arising from the delegations or work committees to which they are assigned by the Board itself.

Article 13. Vacancies that may arise during the term of any of the members of the Board of Directors shall be temporarily filled by members elected by the Board of Directors until the definitive election at the next General Meeting.

CHAPTER III

GENERAL MEETING

Article 14. The General Meeting is the supreme body of the Association and shall be composed of all members. For all general meetings, both ordinary and extraordinary, the weight of each member’s vote shall be proportionate to its fee.

Article 15. General meetings may be ordinary or extraordinary and shall be convened by the Board of Directors. The ordinary meeting shall be held once a year to deliberate the matters referred to in Article 18 of these By-Laws, as well as any others deemed to be of interest by the Board of Directors of the Association. The extraordinary meeting shall be convened by the Board of Directors when it deems this to be in the interests of the Association or when a meeting is requested in writing by members holding at least 10% of the votes, specifically stating the matters to be deliberated.

Article 16. To convene both ordinary and extraordinary general meetings, each and every one of the members shall receive notice in writing, stating the place, date, time and agenda of the meeting and including the documents and information necessary for deliberations. Between the date on which it is called and the date on which it is held there shall be a minimum of 30 days in the case of an Ordinary General Meeting and 15 days in the case of an Extraordinary General Meeting.

Article 17. Both ordinary and extraordinary general meetings shall be considered validly constituted if the majority of members with the right to vote attend upon first call. Upon second call, it shall be considered validly constituted regardless of the number of members with the right to vote attending. Resolutions shall be adopted by simple majority of the votes of those present. Two-thirds of the votes of the members present or represented shall be required in the following cases:

1.Dismissal and early election of members of the Board of Directors.

2.Resolution establishing a federation of associations or incorporation into the same

3.Amendment of the By-Laws.

4.Dissolution of the entity.

5.Approval of any acts to dispose of the Association’s assets.

Article 18. Each Ordinary General Assembly shall include at least the following agenda items:

1.Approval, where appropriate, of the conduct of the Board of Directors.

2.Examination and approval of the annual financial statements.

3.Approval or rejection of proposals of the Board of Directors regarding the Association’s activities.

4.Establishment of ordinary or extraordinary fees.

5.Any other business.

The annual fees to be paid by members shall be established by the General Meeting.

Article 19. An Extraordinary General Meeting shall deliberate the matters for which it was convened.

CHAPTER IV

MEMBERS

Article 20. Any individual or legal entity interested in achieving its aims may become a member of the Association.

Article 21. The following types of membership shall exist within the Association:

1.Founding members are those taking part in the act of establishing the Association.

2.Regular members are those who join after the establishment of the Association.

3.Honorary members are those distinguished by their prestige or by having significantly contributed to the merit of the Association or its aims. The General Meeting shall be empowered to designate honorary members.

The following categories are established for the first two types of member (founding and regular):

1.Large companies or groups of companies.

2.Small and medium-sized companies with more than 50 employees.

3.Small and medium-sized companies with no more than 50 employees.

4.Research centres, public agencies and non-profit entities.

5.Individual members.

The General Meeting shall establish the annual fees to be paid by each of the member categories.

Article 22. Membership may be withdrawn for any of the following reasons:

1.Voluntary withdrawal with written notice to the Board of Directors.

2.At the instance of the Board of Directors for default on financial obligations, defined as being 5 months in arrears in the payment of the annual fee.

3.By resolution of two-thirds of the votes in the General Meeting, if the member has seriously harmed the interests of the Association. Prior to the proposed withdrawal, the member in question may submit as many arguments to the Board of Directors in its defence as it deems appropriate.

Article 23. Members shall have the following rights:

1.To participate in the Association’s activities and on the governing and representational bodies, to exercise their right to vote, and to attend the General Meeting, pursuant to the relevant provisions of these By-Laws.

2.To be informed about the composition of the Association’s governing and representational bodies, about the state of its accounts and the performance of its activity.

3.To be heard prior to the adoption of disciplinary measures against them, and to be informed about the facts that give rise to such measures, with justification of any resolution imposing such penalty.

4.To challenge resolutions of the Association’s bodies that they deem contrary to the law or to these By-Laws.

Article 24. Members shall have the following obligations:

1.To share the aims of the Association and collaborate to achieve them.

2.To pay fees, assessments and other contributions that may correspond to each member under these By-Laws.

3.To meet the rest of the obligations established under the provisions of these By-Laws.

4.To heed and fulfil the resolutions duly adopted by the Association’s governing and representational bodies.

Article 25. Honorary members shall have the same obligations and rights as other members, with exception of the payment of fees and the right to vote.

CHAPTER V

FINANCIAL RESOURCES AND BUDGET

Article 26. The financial resources foreseen for achieving the Association’s objectives and activities shall be the following:

1.Regular and extraordinary member fees.

2.Grants, bequests or inheritance that it may legally receive from members or others.

3.Any other legal resource.

Article 27. At the time of its establishment, the Association had no constituent assets.

Article 28. The association’s financial and accounting period shall be annual and shall close on 31 December of each year.

CHAPTER VI

DISSOLUTION

Article 29. The Association may be dissolved for the following reasons:

1.Voluntarily when resolved by a two-thirds majority of the votes of the members present or represented in the Extraordinary General Meeting convened for this purpose.

2.By a legal or administrative ruling with the effects foreseen in the same.

3.For reasons established in Article 39 of the Civil Code.

Article 30. In the event of dissolution, a liquidation committee shall be established, and after all debts are paid, any remaining liquidity shall be used for purposes that do not detract from its non-profit character.

ADDITIONAL PROVISION

Organic Law 1/2002 of 22 March 2002, and its supplemental regulations apply to all cases not provided for in these By-Laws.

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